On behalf of the Board of Directors, it gives me immense pleasure in presenting this Report on the performance of your Corporation
for the financial year ended March 31, 2025.

Financial Year 2024 - 25 has been a year of resilient operational performance, resulting in record throughput and sales volumes.
During the year, your Corporation has accelerated on its project execution and further advanced its sustainability and energy
transition agenda, alongside strengthening core business infrastructure.

During the year, your Corporation achieved its highest-ever refinery throughput of 25.27 millon metric tonne (MMT), representing
a robust 13.2% increase over the previous year. This operational achievement was further complemented by record-breaking sales
of 49.82 MMT, reflecting an impressive growth of 6.4% over the previous year. The strong operational performance has translated
into a Standalone Profit After Tax of ? 7,365 Crore, despite absorption of ? 10,796 Crore under-recovery on LPG (Domestic) sales
during the financial year 2024-25.

HIGHLIGHTS

Sales

Your Corporation has achieved a Gross Sales of
? 4,64,246.96 Crore in the financial year 2024-25 as compared
to ? 4,59,815.32 Crores in the financial year 2023-24 on a
standalone basis.

Profit/(Loss)

Your Corporation has reported Earnings before Interest, Tax,
Depreciation & Amortization (EBITDA) of ? 19,022.39 Crore in the
financial year 2024-25 as against ? 27,221.16 Crore in the financial
year 2023-24 and Profit/(Loss) for the year (PAT) of ? 7,364.86
Crore in the financial year 2024-25 as against ? 14,693.83 Crore
in the financial year 2023-24 on a standalone basis.

Dividend

The Board of Directors after taking into account the Financial
Results of the Corporation for the financial year 2024-25, have
recommended a final dividend of ? 10.50 per share [totaling to
? 2,234.21 Crore], which is out of profits earned during the year.

For the financial year 2023-24, your Corporation has paid an
interim dividend of ? 15/- per share, and a final dividend of
? 16.50/- per share (pre-bonus) [m/- per share, post-bonus],
together totaling to ? 4,468.42 Crore.

Bonus Issue

Consequent to the approval of shareholders through postal
ballot on June 11, 2024, the Corporation has issued 70,92,74,172
bonus equity shares in the ratio of one equity share of ? 10/-
each for every two equity shares of ? 10/- each held on the
record date. Consequently, the paid-up share capital increased
from ? 1,418.55 Crore to ? 2,127.82 Crore.

Internal Resources Generation

Your Corporation has generated Internal Resources (net of
dividend payout) of ? 11,704.17 Crore during the financial year
2024-25 as compared to ? 22,028.67 Crore during the financial
year 2023-24 on a standalone basis.

Contribution to Exchequer

Your Corporation has contributed a sum of ? 1,05,195.53 Crore
to the exchequer during the financial year 2024-25 by way of
duties and taxes, as compared to ? 97,989.87 Crore during the
financial year 2023-24 on a standalone basis.

Refinery Performance

In the financial year 2024-25, HPCL Mumbai and Visakh
Refineries demonstrated exceptional performance in their
refining operations, showcasing an impressive improvement.
A significant milestone was achieved by the refineries, as they
recorded the highest ever Crude throughput of 25.27 million
metric tonnes (MMT). Throughput exceeded the design capacity
in both the refineries and registered an average capacity
utilization of 108.9% in spite of turnarounds in both Mumbai
and Visakh Refineries. Visakh Refinery achieved its highest-ever
annual crude throughput of 15.31 MMT and Mumbai Refinery
also achieved its highest-ever annual crude throughput of 9.96
MMT. These exceptional accomplishments was possible due to
continued robust refinery reliability and contributed to highest-
ever production of MS, HSD, LPG, ATF & Bitumen during the
fiscal year.

The ability of Refineries to adapt became exceptionally strong
as we embraced new opportunity crude oil and processed 8
new grades of crude oil for the first time. This is the most
number of new crude oil processed in a year surpassing 7 new
crude grades processed during 2023-24.

During the financial year, 20 new grades were added to the
Corporation’s crude oil basket, which now includes 178 grades
from various regions in the world such as West Africa, Middle
East, North America, South America, Mediterranean, North Sea,
Far East, Russia and India.

The units commissioned under Visakh Refinery Modernization
Project (VRMP) have achieved their design capacities and have
helped to enhance product availability and energy security in
the region.

First of its kind in India, Residue Upgradation Facility (RUF), with
installed capacity of 3.55 MMTPA is mechanically completed
and is at advanced stage of commissioning. The project is one
of the largest and most energy efficient residue hydrocracker
units in the world. This will be the first unit in the world using
LC-MAX technology which enables highest conversion of
bottoms, thereby improving Gross Refining Margin (GRM) for
the Refinery on full capacity of 15 MMTPA.

The successful commissioning of unique parallel hydrotreating
of VGO in Diesel Hydro Treating unit of Mumbai Refinery enabled
increased MS production from the refinery. To maximise MS
production at Visakh Refinery, existing Naphtha Isomerisation

Unit (NIU) revamp for capacity and RON improvement is
under implementation.

As part of its strategic focus on expanding value added products,
Mumbai Refinery has successfully demonstrated the production
of De-Aromatised Kerosene (DAK) solvents using the HPCL
Green R&D Centre (HPGRDC) HP-DAK Technology. In line with
its committment to sustainability and innovation, the refinery
is also implementing a project to produce environment friendly
Rubber Process Oil (RPO) through HPGRDC’s developed Treated
Distillate Aromatic Extract (TDAE) technology. Additionally,a
dedicated project for the production of pharmaceutical-grade
Hexane is currently under implementation at the Refinery.

In order to meet the increased demand of lube oils, Lube
Modernization & Bottom Upgradation Project has been taken
up in Mumbai Refinery. This project would increase the LOBS
Production from current 475 KTPA to 764 KTPA with production
of superior grade group II and group III LOBS and Bitumen
Production by 487 KTPA.

To further enhance fuel products sufficiency and to meet
the growing petrochemical demand, India’s first integrated
Grassroot Refinery cum Petrochemical complex is being set
up by HPCL Rajasthan Refinery Limited (HRRL), a joint venture
company between HPCL and the Government of Rajasthan, at
Pachpadra in Balotra district of Rajasthan. HRRL Refinery cum
Petrochemical Complex boasts of having highest Petrochemical
Intensity Index of 26 % in India. The construction of all Process
Units is progressing in full swing. Refinery units are expected
to be progressively commissioned during the next financial
year 2025-26.

The completion of these projects and new business initiatives
will mark a significant step in optimizing the refining processes,
versatility and capacity to meet diverse market demands,
reducing the environmental footprint, and fulfilling the
national priorities of energy accessibility, affordability, security
and sustainability. HPCL is slated to be a Net zero company
for Scope 1 and Scope 2 emissions by 2040. Enhancing energy
efficiency is one of the major levers for achieving the net
zero targets. Your Corporation made major strides in energy
conservation and emission reduction during the year.

Energy conservation and enhancing energy efficiency
allows refineries not only to reduce operational costs but
also minimizes environmental footprint and contributes
to sustainable development. By adopting strategies such
as process optimization, advanced control systems, energy
recovery, equipment upgrades, renewable energy integration,
and employee engagement, your Corporation refineries have
unlocked substantial energy savings, and reduced emissions.

The particulars with respect to conservation of energy,
technology absorption, imported technology, research &
development expenditure, foreign exchange earnings & outgo
are furnished in Annexure I. The particulars relating to control

of pollution and other initiatives by refineries are furnished in
Annexure II.

Operating Performance Of Refineries

Marketing Performance

Your Corporation achieved its highest-ever sales of 49.82 MMT
in FY 2024-25, including exports (FY 2023-24: 46.82 MMT). In
the domestic segment as well, your Corporation recorded the
highest-ever sales of 47.29 MMT (2023-24: 44.67 MMT), with
a YoY growth of 5.8% and registered a gain in market share
within the Industry.

In the Retail segment, your Corporation achieved its highest-
ever sales volume of 29.98 MMT in FY 2024-25. During the year,
1,725 new retail outlets were commissioned, expanding the
network to a total of 23,747 outlets, making it the second
largest in India. EV charging facilities were added at 2,412
outlets, taking the total to 5,976. CNG dispensing facilities were
installed at 361 outlets, reaching a cumulative total of 2,038.
Solar panels were installed at 4,735 retail outlets during the
year. As a result, 22,353 outlets, representing 94% of the total
retail network, are now powered by solar energy.

Your Corporation’s CLUB HP First initiative is a transformative
step in redefining the fuel station experience across India. This
customer-centric program introduces advanced features such as
the Integrated Transaction Processing System (ITPS), ensuring
transparency with the assurance that "What is Filled, is Billed.”
The initiative also enhances safety and sustainability through
comprehensive CCTV surveillance and the adoption of solar-
powered infrastructure. A standout feature of the initiative
is the CLUB HP Planet Fund, which promotes environmental
conservation by enabling customers to contribute toward
reducing their carbon footprint with every fuel stop, a small yet
meaningful step toward a sustainable future. During the year,
2,603 outlets were upgraded to the CLUB HP First standard,
reflecting the corporation’s commitment to innovation,
transparency, and environmental responsibility.

The flagship loyalty program, ‘Drive Track Plus’, continues to
maintain its momentum for customer retention and growth
in the commercial vehicle segment, offering a combination of
control, convenience, security, and attractive rewards to fleet

owners and drivers. Onboarding major OEMs of commercial
vehicles, aggregators, NBFCs, large fleet operators, fleet
owners, etc. on the ‘Drive Track Plus’ platform helped to garner
additional volumes during the year.

Your Corporation is actively developing Wayside Amenities
(WSAs) along national highways and expressways, offering
rest, refreshment and relaxation to travellers. In FY 2024-25,
your Corporation secured 13 new sites for WSAs and Direct
Dealerships through successful bids, taking total number of
sites to 90. Your Corporation commissioned 14 WSAs/Direct
Dealerships during this period, increasing the total operational
sites to 39. Additionally, your Corporation has established
60 Apna Ghar facilities. These amenities enhance the travel
experience by providing convenience, comfort and fostering
community along major routes. These initiatives of your
Corporation have been instrumental in increasing customer
base and loyalty thereby improving market share in the highly
competitive highway retail segment.

Your Corporation has partnered with leading brands like
McDonald’s, Tim Hortons, Subway, Pizza Hut, KFC, Birdy’s
Bakery, and MahaChai to offer diverse food options across its
expanding retail network. Recognizing the growing demand for
convenience, 494 HaPpyShops have been set up to provide quick
access to essentials, snacks, and beverages, alongside the
scaled-up availability of "HP paani” packaged drinking water.
Understanding customers’ love for their vehicles, services such
as tyre care, EV charging, and car washes are being rapidly
expanded. Your Corporation has also launched "HP Vahan”, a
co-branded range of auto care products in collaboration with
Kemetyl India. As part of our commitment to protecting the
environment, Bulk Diesel Exhaust Fluid (DEF) installations
have been expanded to 366 outlets, with Packed DEF already
available across most of our outlets.

In the LPG business, your Corporation achieved record sales
of 8.95 MMT, registering a growth of 4.5%, and added 12.85
lakh new customers. Your Corporation continued to maintain
a leadership position in the Free Trade LPG (FTL) segment with
5 kg and 2 kg packs. In this category, the highest-ever sales of
9 million ‘APPU’ cylinders (5 kg and 2 kg packs) was achieved
during the year, further strengthening the Corporation’s
dominance in this segment.

Your Corporation has signed an agreement with Petregaz
Krishnapatnam Private Limited to handle imported LPG at
Krishnapatnam Port in Nellore, Andhra Pradesh. This strategic
move will enhance your Corporation’s flexibility and strengthen
its presence in markets along the east coast of South India.

Your Corporation is setting up the largest LPG cavern in India
at Mangalore, with a storage capacity of 80 TMT. Notably, your
Corporation is the only company in the country to have cavern
storage facilities for LPG, the first being a 60 TMT facility at
Visakhapatnam, developed through a JV with Total of France.
The Mangalore project is progressing well and is scheduled for
commissioning in Q2 of FY 2025-26.

In the Industrial & Consumer (I&C) business, your Corporation
recorded overall sales of 6.04 MMT, with the highest-ever sales
of Diesel, Bitumen and Naphtha.

Your Corporation is focused on strengthening key customer
relationships through initiatives like the HP Buddy App, which
provides supply updates. The partnership with Indian Railways
has been enhanced by implementing the Total Fuel Management
(TFM) System at various Railway Consumer Depots for efficient
fuel management. Additionally, your Corporation commissioned
30 Consumer Pumps nationwide to meet bulk HSD needs of
institutional customers.

Your Corporation’s infrastructure remains its key strength in
delivering products efficiently and at competitive prices to
customers. During the year, your Corporation started bitumen
imports at Mangalore Port. Your Corporation also transported
over half a million tons of furnace oil and bitumen coastally
using vessels, setting a new benchmark in achieving economies
of scale and efficient product distribution to demand centers.

In the Lubricants & Greases segment, your Corporation
recorded its highest-ever sales volume of 704 TMT in FY 2024¬
25, including exports of 5.6 TMT, expanding its footprint to
30 countries.

Your Corporation sells Automotive, Industrial and Specialty lube
grades to our global distributors. It expanded its global reach
by commencing supplies to USA, appointing a new distributor
in Ecuador, and gaining new customers in UAE and Nepal. Your
Corporation also officially launched its lubricants in Cambodia
and Sri Lanka and held a mega dealer meet in Qatar to drive
further expansion.

As per the Kline Report 2024, your Corporation holds the largest
share in the branded lubricant market for the Commercial
Automotive sector (16%) and the Industrial Lubricant market
(15%). Your Corporation is also the leading supplier of two¬
wheeler lubricants in India, with well-known brands like BGO
for Bajaj, Liquid Gun for Royal Enfield, and Prolube for premium
motorcycles. The Racer brand is popular among mechanics and
retailers, supported by a network of over 2000 Racer Stations
across India. Additionally, your Corporation has introduced
a new premium lubricant series called Futur-X, featuring
advanced chemical formulations.

Your Corporation is also strengthening our Passenger Car
Motor Oil (PCMO) presence through the introduction of Neo
Car Care Stations. The network currently consists of 135 Neo Car
Care Stations across the country that sell / utilize our premium-
category Neo Synth range products for passenger cars.

With a blending capacity of 340 TMT across four plants, your
Corporation produces over 350 lubricant brands and manages
nearly 1500 SKUs for various industrial and automotive
applications. These efforts highlight your Corporation’s strong
position and growth in the lubricants market.

In the Aviation business, your Corporation has achieved the
highest-ever ATF sales of 1.09 MMT with a growth of 24.5%
during the year. Your Corporation has commissioned new ASFs
at Kanpur, Surat, Jalgaon and Moradabad taking the total ASF
network to 57. HP Aviation also bagged contract for construction
and operation of Bhogapuram Greenfield International Airport
at Visakhapatnam on the concept of Design, Build, Finance,
Operate and Transfer (DBFOT).

HP Aviation, in collaboration with HPCL Middle East FZCO (HMEF),
has entered into a five-year agreement with the National
Centre for Polar and Ocean Research (NCPOR) to supply ATF
and other essential fuels & lubricants for Antarctic expeditions.

In support of the energy transition, your Corporation has forged
a collaborative agreement with Boeing to advance India’s
Sustainable Aviation Fuel (SAF) ecosystem. This partnership
will explore opportunities to scale SAF production, contributing
significantly to aviation sustainability in the region.

In the petrochemical business, your Corporation sold 150 TMT
of polymers under its HP Durapol® brand and expanded its
petrochemicals product portfolio to six grades during the
year. To further reinforce its market presence and enhance
HP Durapol® brand visibility, your Corporation participated in
various national and state-level events such as Respack, India
Chem, Plexpo, Rising Rajasthan Global Investment Summit,
Plaspack and Indplas.

Towards sustainability, your Corporation has successfully
replaced paver blocks in the driveway with plastic tiles made
from 100% recycled plastics at two of its retail outlets on a
pilot basis. Furthermore, your Corporation has also successfully
conducted trials of its PCR (Post-Consumer Recycled) material
in its Blow-Moulded Lube containers.

Your Corporation has been marketing various specialty
chemicals developed by its state-of-the-art Green R&D Center,
Bengaluru. The volumes of specialty chemicals marketed stood
at 4.1 TMT, recording a 37% YoY growth, along with an increase
of 81% in profit generation, on a YoY basis.

In the Gas business, your Corporation commissioned a 5
MMTPA LNG Regasification Terminal at Chhara Port in Gujarat
in January 2025 for the import and regasification of LNG. This
terminal will significantly enhance the LNG business for your
Corporation. In order to strengthen its position and establish
itself as a key player in the natural gas sector, the Corporation
is at an advanced stage of securing LNG supply agreements
for sales to external customers as well as for meeting the
requirements of HPCL’s own refineries.

To build natural gas transportation infrastructure in the
country, your Corporation is participating in the development
of three cross-country natural gas pipelines, i.e., the Mehsana-
Bathinda pipeline, the Bathinda-Gurdaspur pipeline, and the
Mallavaram-Bhilwara-Bhopal-Vijaipur pipeline, through JV
Companies GSPL India Gasnet Limited (GIGL) and GSPL India

Transco Limited (GITL). Your Corporation holds an 11% equity
stake in each of these Companies.

Your Corporation is actively participating in the establishment
of CGD networks, both independently and through various joint
ventures. Along with its four JV Companies, your Corporation
has the authorization to set up and operate CGD networks in 25
Geographical Areas (GAs) across 14 States, including a network
of mother and daughter booster stations in and around the city
of Ahmedabad on a standalone basis.

During the year, your Corporation commissioned 129 new CNG
stations in the GAs authorized to HPCL, bringing the total
number of CNG stations to 475. In the CGD pipeline network,
4,567 inch-km of steel pipelines and 811 km of MDPE pipelines
were added. Additionally, new PNG connections in line with
the Last Mile Connectivity (LMC) plan were released during
the year. Domestic PNG supply is available in Jind-Sonipat GA
(Haryana), all GAs in Uttar Pradesh and Uttarakhand, and South
24 Parganas GA (West Bengal). Industrial PNG supply has been
provided to 33 industrial customers in Jind-Sonipat GA.

HPCL Renewable and Green Energy Ltd. (HPRGE) is a wholly
owned subsidiary of HPCL. HPRGE has been formed to
accelerate green energy plans of HPCL and to manage its
green energy portfolio comprising of biofuels, renewables,
green hydrogen, carbon offsets, green mobility, and alternative
energy businesses. The company has commenced renewable
energy supply to HINCOL under the Renewable Energy Service
Company (RESCO) model at Jhansi.

HPRGE is currently working on multiple renewable energy
projects for implementation of 226 MWp capacity, with another
872 MWp under development. Wind resource assessment for a
48 MW capacity addition in Odisha is underway, and approval
for this project has been received from GRIDCO. HPRGE has
initiated feasibility study to set up a green Hydrogen project in
collaboration with MAHAGENCO Renewable Energy Ltd.

India’s circular economy is poised to generate significant
market value by 2050. To capitalize on this opportunity, HPRGE
intends to set up 26 Compressed Bio-Gas (CBG) plants. The first
two CBG plants were commissioned at Badaun in Uttar Pradesh
and Pathmeda in Rajasthan during 2023-24. Project and pre¬
project activities have commenced for CBG plants at Eluru in
Andhra Pradesh, and Kannauj and Bareilly in Uttar Pradesh.
Land for another four projects is nearing possession, and 17
additional land parcels have been identified across various
states. A memorandum of understanding has been signed with
the Punjab Energy Development Agency (PEDA) for setting up
a CBG plant at Haibowal village in Ludhiana.

Your Corporation is actively supporting the Government of
India’s SATAT initiative to promote Compressed Bio-Gas (CBG) as
an alternative fuel in the transportation sector. During FY 2024¬
25, your Corporation onboarded eight new CBG plants under the
SATAT initiative with a total capacity of 50 TPD, bringing the

cumulative number of plants to 17 with a total capacity of 104
TPD. Additionally, 38 new Letters of Intent (LOIs) were issued
for CBG plants with a combined capacity of 273 TPD, increasing
the total active LOIs to 108 with a cumulative capacity of 684
TPD. CBG sales through HPCL retail outlets grew significantly,
reaching 3.3 TMT in 2024-25.

To advance sustainability and the nation’s energy security,
your organization is significantly promoting biofuels. Your
Corporation has achieved substantial physical progress in
constructing its first Second-Generation Ethanol bio-refinery
at Bathinda, Punjab with a production capacity of 100 KL per
day of ethanol from biomass.

Your Corporation achieved total Renewable Energy (RE)
generation of 14.32 Crore kWh from wind farms in 2024-25,
contributing to sustainable energy growth.

The 100.9 MW wind farms maintained a high availability of
95.85% through proactive preventive maintenance, ensuring
excellent operational efficiency. The Tejuva Wind Farm (50.4
MW) in Rajasthan became the first in the sector to receive
clearance for open access sale of green power. This will help
in realizing additional revenues for the Corporation.

The Supply, Operations & Distribution (SOD) Business Unit of
your Corporation achieved a throughput of 61.1 MMT, marking
a 3% growth over the previous year. It has successfully
commissioned new depot at Dimapur and enhanced the
capacity and service capabilities of our key facilities at Raipur,
Sangrur and Vashi, during the year.

Reinforcing your Corporation’s commitment to sustainability,
the SBU installed Vapor Recovery Systems at two additional
locations, bringing the total to 48 installations in compliance
with current guidelines. Furthermore, your Corporation remains
the only oil marketing company with nine locations certified
as Net Zero under Scope 1 & 2 emissions, highlighting its
leadership in environmental responsibility. In a significant
achievement, your Corporation attained an ethanol blending
rate of 16.7% in FY 2024-25, with an impressive 19.93% achieved
in March 2025 alone. This initiative contributed to an estimated
reduction of 46 lakh metric tons of greenhouse gas (GHG)
emissions, reflecting the tangible environmental impact of
clean energy adoption.

Your Corporation’s Pipelines Business Unit has focused on
building strong expertise in efficiently managing pipeline
operations to optimize costs and improve performance. It
operates a 5,134 km-long pipeline network with a mainline
capacity of 35.2 MMTPA.

The Business Unit achieved its highest-ever throughput of 26.90
MMT, registering a growth of 4.1%. In April 2024, the 3.7 km
spur line connecting to BPCL’s Rasayani LPG bottling plant
was successfully commissioned as part of the Uran-Chakan-
Shikarpur LPG Pipeline (UCSPL). Notably, the first-ever trial runs
for Gasohol pumping and LS-SKO batch plug were successfully

conducted in the Visakh-Vijayawada-Secunderabad Pipeline
(VVSPL).

Energy efficiency and cost optimization have been focal points
for the SBU, with sustained efforts to replace conventional
energy sources with renewable energy. Solar plants with a
combined capacity of 2.6 MW were commissioned, expanding
the renewable capacity under the Pipelines SBU to 10.23 MW.

On the digital front, your Corporation has launched voice-
enabled payments through HP Pay, AI-powered safety and
service tools, retail hyperlocal marketing, and a secure QR-
based system for lubricant traceability. Your Corporation was
honored with the Golden Peacock Award for digital innovation.

The Central Procurement Organization surpassed targets
for MSME and SC/ST vendor procurement, launched the
E-Samadhan portal, and transacted over ? 1,500 Crore on
TReDS platforms, showcasing a commitment to transparency,
inclusion, and digital procurement.

The Business Units within the Marketing Division were honored
with 54 awards from prestigious institutions and industry
bodies. These accolades recognized excellence across various
domains, including marketing leadership, brand performance,
best practices in Environment, Health and Safety (EHS) and
Occupational Health and Safety (OHS), circular economy
initiatives, innovative product launches, creative marketing
campaigns, and the promotion of green and renewable energy.

Treasury Management

During the year, your Corporation witnessed suppressed
margins in domestic LPG, thus leading to increase in working
capital requirements. Concurrently, the Corporation remained
in a high capital expenditure phase, with major expansion
projects underway at the Visakh Refinery and various marketing
locations, including cross-country pipeline infrastructure.

Despite these substantial investments, Your Corporation
continued to predominantly fund its capital projects through
internal accruals. The long-term fund requirement was met
through a mix of instruments including Non-Convertible
debentures aggregating to ? 2,500 Crore, External Commercial
Borrowing amounting to US$ 550 million and Loan from OIDB
amounting to ? 150 Crore; these loans were availed at highly
competitive rates.

Your Corporation effectively used a variety of borrowing
instruments to optimize its cost of working capital. The Short¬
term borrowing requirements were met through Triparty Repo
System, Clearcorp Repo Order Matching System, Buyers Credit
and Revolving Line of Credit in USD, Commercial Paper and
various working capital facilities from banks.

As of March 2025, your Corporation continues to command
international long term issuer rating of “Baa3” with "Stable”
outlook from Moody’s Investors Services, and “BBB-“with

“Stable” outlook from Fitch Ratings. Both ratings are at par
with sovereign ratings.

Your Corporation also continues to command the highest
domestic rating for long-term and short-term facilities, with
a “AAA” rating and “Stable” outlook and an “A1 ” rating
respectively from CRISIL, India Rating and Research Limited
and ICRA.

Internal Financial Controls

Your Corporation has adequate Internal Financial Controls
for ensuring the orderly and efficient conduct of its business
including adherence to the Corporation’s policies; the
safeguarding of its assets; the prevention and detection of
frauds and errors; the accuracy and completeness of the
accounting records and the timely preparation of reliable
information, commensurate with the operation of your
Corporation. As part of this exercise, the design of internal
controls and its operating effectiveness for the key business
processes is tested by external consultant who observed that
there are no material weaknesses in Internal Controls over
Financial Reporting.

Risk Management Policy

We operate in a dynamic environment which not only provides
opportunities but also exposes the business to various internal
and external risks. Your Corporation recognizes that all facets
of its business involve significant risks and that its actions are
increasingly exposed to greater scrutiny by the public, regulators,
investors, and other stakeholders. To proactively identify
and manage key risks for achieving our strategic objectives
and enable the Corporation to deal with these enhanced
business challenges and risks, an effective and pragmatic risk
management framework has been institutionalized across
the organization. Your Corporation has fortified its Enterprise
Risk Management (ERM) framework by incorporating the best
practices recommended by internationally recognised standards
such as COSO ERM 2017 and ISO 31000:2018. Our ERM Policy is
periodically reviewed and encompasses a comprehensive array
of risks that could impact our strategic objectives and overall
performance. The objective is to integrate risk identification
and management in the day-to-day operations of the business,
wherein risk is continuously identified, assessed, monitored,
graded and managed to an acceptable level. We have engaged
reputed external consultant to provide additional perspective
and support the ERM processes.

A systematic process of periodic risk reviews is in place across
all Strategic Business Units (SBUs) and Functions. The Risk
Management Committee meets periodically, at least twice
in a year, to ensure that appropriate methodology, systems
and processes are in place to review these risks as well as
monitor the progress of implementation of various mitigation
measures. The Board is also updated regularly on the risk
review and mitigation measures of the identified risk.

Vigilance

The Vigilance mechanism in your Corporation is based on the
directives issued by the Central Vigilance Commission (CVC),
Department of Personnel & Training (DoPT) and Ministry of
Petroleum & Natural Gas (MoPNG) from time to time.

The Vigilance Department is headed by the Chief Vigilance
Officer (CVO) who administers supervision and control of all
the Vigilance matters in the Corporation. Vigilance Department
carries out focused preventive activities which help in ensuring
transparent business decisions by respective Departments.

Apart from conducting preventive Vigilance activities, the major
work areas of Vigilance comprise of investigation of complaints
received from various sources like Citizens, Stakeholders,
Central Vigilance Commission, Ministry of Petroleum & Natural
Gas, Management and other sources.

The Vigilance Department deals mainly with matters related
to corruption and matters having ‘Vigilance angle’ as per
Vigilance Manual (Updated 2021). The complaints are handled
as per the complaint handling policy stipulated in the Vigilance
Manual (Updated 2021) of the Central Vigilance Commission.
There were 855 complaints disposed of during the FY 2024-25
and 15 Complaints are pending as of 31.03.2025. These cases
are related to retail outlet selection, retail outlet operations,
LPG distributorship selection, LPG distributorship operations,
tendering, transportation, depot/plant operations. etc.

Various operating areas were reviewed for systemic
improvements during the year. Apart from investigating
complaints, surprise inspections of Depots, Terminals, LPG
Plants, Regional Offices, LPG Distributors, Retail Outlets, Tank
Trucks, Major Project works (CTE Patten), Tender Review etc.
were carried out. Various focused group-training programs
were also conducted for employees.

Vigilance Awareness Week 2024 was observed under the
central theme for the year “Culture of Integrity for Nation’s
Prosperity”. Various outreach activities viz., focused group
presentations, Quizzes, Drawing/ Painting Competitions, Skits/
street plays, Workshops, Technical talks, Grievance redressal
camps/ Awareness Gram Sabhas, Rallies/Walkathons, School/
College Programs etc. were undertaken during the week
to spread awareness among Citizens/stakeholders and
employees”.

Vigil Mechanism / Whistle Blower Policy

Your Corporation, being a Government Company, is subjected to
the CVC Guidelines and has a separate Vigilance Department
administering the Vigilance matters. Your Corporation has a
Whistle Blower Policy approved by the Board and the same
is placed on the website of the Corporation. The web link of
Whistle Blower Policy is stated herein below:

Web link: https://www.hindustanpetroleum.com/documents/
pdf/Whistle Blower Policy.pdf

Right To Information (RTI)

Your Corporation being a CPSE is under statutory obligation
along with other Public Authorities to comply with the provisions
of the Right to Information Act, 2005 and has a structured
mechanism in place to deal with matters related to the RTI
Act. Your Corporation has also been mapped to the Online RTI
portal of DoPT, Government of India. All RTI applications/first
appeals received both through the portal as well as physical
applications received offline are handled through the portal
itself. The mandatory reports such as Quarterly/Annual reports
are submitted periodically within the stipulated timelines
onto the website of the Central Information Commission
www.cic.gov.in. Further, as required under the Act, all relevant
details and information obligated vide suo-motu disclosures
under Section 4(1)(b) are being regularly updated and
hosted in public domain on the Corporation’s website www.
hindustanpetroleum.com for the purpose of transparency and
better understanding to the public at large.

Your Corporation has a designated Nodal Officer at its
Corporate HQO to coordinate and oversee its implementation.
RTI applications are responded well within the stipulated
time line of 30 days through the online RTI portal
www.rtionline.gov.in. The current team of 213 Central Public
Information Officers (Regional Managers and HoDs who are
nominated as CPIOs) pan India and 47 First Appellate Authorities
(Senior Management who constitute FAAs) covering Refineries
and major SBUs like Retail, LPG and other business verticals
including HR entities such as Recruitment, Performance
Management, etc ensure seamless and timely handling of the
RTI applications received.

During the current financial year, your Corporation has
successfully handled and processed 2,665 RTI applications,
349 First Appeals and 76 Second appeals (Hearing Notices
from Hon’ble Central Information Commission). All the 76 CIC
Hearings were held thru VC by the Hon’ble CIC while the CPIOs
were physically present in respective NIC studios spread across
various district collectorate offices. The respective detailed
and reasoned out Written Submissions were timely placed
before the Commission which enabled the Hon’ble CIC to pass
awards, wherein we clocked a success rate of 97% awards being
passed in favour of your Corporation thereby validating the
stand taken by your Corporation.

Industrial Relations

Your Corporation continued to enjoy excellent Employee
Relations during the year with no reported instance of industrial
unrest at any of its operating locations. HPCL lays great
emphasis on continually Engaging, Enabling and Empowering
its stakeholders through a variety of interventions. With a view
to ensure that the objectives of various Labour enactments are
met and towards becoming a model employer, the Corporation
as a Model employer, observed "Statutory Compliance Fortnight
3.0” across all its locations during 1^st May to 15^th May, 2024
which was a huge success.

We demonstrated our strong sense of Corporate Responsibility
by travelling beyond statutory requirements as recently
evidenced in coverage of all our direct and indirect stakeholders
with Ex-Gratia compensation in case of untoward accidents,
organizing special medical camps, etc., even post pandemic.
Also, towards further improving engagement levels of
outsourced workers in Corporation & encourage the meritorious
children, a "Merit Scholarship Scheme” was re-introduced with
revised norms during the financial year for grant of one-time
Scholarship to meritorious children of outsourced workmen
who passed 10^th/12^th or Diploma/Degree.

Official Language Implementation

The usage of Hindi is ensured in the business of your
Corporation by motivating employees and Hindi is being
promoted by utilizing various facilities available in the field
of Information & Technology. To promote the linguistic talent
of the employees, awareness about Hindi is created in offices
through on-line Hindi Competition, Hindi Fortnight, Official
Language Conferences and Hindi Workshops etc.

During the current financial year, your Corporation was conferred
with ‘Rajbhasha Keerti Puraskar- Third Prize’ for implementation
of Official Language for the year 2023-24 by Ministry of Home
Affairs, GOI. This award is given for the best performance in
the field of Official Language Implementation (OLI) amongst all
PSUs. Your Corporation is coordinating Town Official Language
Implementation Committee (TOLIC) of Mumbai based PSUs
since 1983 and thereby guiding Mumbai based 57 PSUs in the
field of Official Language Implementation. Other than the
TOLIC Meetings, your Corporation has also trained officials of
different PSUs through conducting various programs.

Your Corporation has maintained its record in entire Oil Industry
by receiving 55 Rajbhasha Awards from Government of India
and other agencies during the year 2024-25.

Corporate Social Responsibility

Your Corporation has consistently aspired to create new
benchmarks of excellence and be a catalyst for transformation
across all its endeavors - be it driving business growth or
contributing towards societal progress. Your Corporation has
consistently upheld the belief in creating shared value and
‘Delivering Happiness’ through a range of initiatives that have
positively impacted millions of lives. We believe our business
and social interventions are not merely energizing your journeys
but are also ‘Fuelling Aspirations’. Your Corporation has spent
? 87 Crore towards CSR expenditure, out of which ? 54 Crore
was pertaining to around 75 projects which were implemented
towards annual common theme for CSR activities identified by
Department of Public Enterprises, Government of India.

Your Corporation implemented various activities under
the focus areas of Child Care, Education, Health Care, Skill
Development, Sports, Environment & Community Development,
and Contribution to Incubators or R&D projects in the fields

of science, technology, engineering and medicine, funded by
the Central Government or State Government or Public Sector
Undertaking or any agency of the Central Government or State
Government; and Contributions to public-funded Universities.

During the year, your Corporation supported the educational,
therapeutic, and skill training needs of Children with Special
Needs (CwSN) under Project ‘ADAPT’ to enhance the children’s
quality of life and improve activities of daily living.

Under Project ‘Nanhi Kali,’ adolescent girls, mostly first-
generation learners, were provided with remedial classes,
material kits, a sports curriculum, training, and counselling
sessions on personal hygiene and career development.

Your Corporation distributed scholarships to students from
various socio-economically disadvantaged sections like SC, ST,
OBC, and PwD across the country, giving support to students
in their education from school level to professional courses. A
residential coaching and mentoring CSR project Super-50 aimed
at meeting educational needs of aspiring SC and ST students
was also undertaken in Raigad district of Maharashtra.

Your Corporation strengthened its collaboration with the Indian
Army for Project Super-50 in UTs of Jammu and Kashmir, and
Ladakh. Under the project, aspiring students were provided
mentoring and coaching for Medical and Engineering stream
competitive exams. The project supports the Indian Army’s
‘Sadbhavana’ initiative in ‘Winning Hearts and Minds’ of
the local population. The results of students appearing for
competitive exams through Project Super-50 in Srinagar,
Rajouri, Leh, Kargil and Raigad has been very encouraging and
fuelling aspirations of youth.

Our Project Dhanwantari provides basic healthcare support in
remote rural areas, mobile medical vans were operated under
‘Project Dhanwantari’ to provide diagnosis, treatment and
health awareness at the doorsteps of less privileged people.

Under Project ‘Dil without Bill,’ your Corporation extended
support for conducting heart surgeries for beneficiaries
from the lower socio-economic section, with a special focus
on children.

Your Corporation supported Skill Development Institute (SDI)
Visakhapatnam, conceptualized by the Government of India
and operationalized by Oil & Gas CPSEs, focus on imparting
skills in industry-oriented trades to improve the employability
of weaker sections of society.

Your Corporation participated in and undertook various
activities related to awareness generation on Sanitation
during ‘Swachhta Pakhwada’ (1^st - 15^th July, 2024) and ‘Swachhta
Hi Sewa’ campaign (14^th September - 1^st October, 2024) with
culmination on 2^nd October, 2024 as Swachh Bharat Diwas
marking 10 years of Swachh Bharat Abhiyan on Mahatma
Gandhi Jayanti. The campaigns saw outreach and participation
of around 20 Lakh stakeholders across the country. Various

awareness generation activities like administration of the
Cleanliness Pledge, Street play, Walkathon and Cyclothon,
providing Hygiene Kits, cleanliness of Cleanliness Target Units
(CTUs), Competitions in schools and colleges, distribution of
seed balls and Sapling Plantation were undertaken by our
office installations.

Your Corporation also provided scholarship assistance to
promising athletes and sportspersons from under-privileged
backgrounds. Your Corporation contributed to the Armed
Forces Flag Day Fund instituted by the Kendriya Sainik Board,
Ministry of Defence, Government of India, for the care, support,
welfare, and rehabilitation schemes for Ex-Servicemen (ESM)
and their dependents.

Awards & Accolades

1. Corporation felicitated by Hon’ble Raksha Mantri for
contribution to Armed Forces Flag Day Fund (AFFDF) at
Armed Forces Flag Day CSR Conclave 2024, Delhi.

2. Mahatma Award 2024 for CSR Excellence by
Mahatma Foundation.

3. PRCI Excellence Awards 2024 in Childcare and
Education categories.

4. 1^st Runner in ‘Education and Skill Development’ category at
the 7^th ‘The CSR Journal Excellence Awards 2024’ for Project
Kashmir Super 50 (Medical) by The CSR Journal, Mumbai.

5. 2^nd Runners Up: CSR Project Excellence Award (Kashmir
Super - 50 Medical): AIMA 11^th Business Responsibility
Summit & Project Excellence Contest & Recognition AIMA
(All India Management Institution).

6. WSO INDIA (State) Level OHS&E Awards 2024: CSR
Excellence Most Outstanding Performance, Platinum
5-Star Trophy and Certificate World Safety Organisation.

7. Silver Awards for CSR in 14^th PSE Conclave and Excellence
Awards instituted by Indian Chamber of Commerce, Kolkata.

8. Corporation conferred with Best PSU Implementing CSR
by Public Relations Society of India, Delhi

The details of CSR activities of the Corporation containing
details of CSR Committee Members, brief outline of the CSR
policy, overview of the CSR initiatives, prescribed expenditure,
amount spent etc. that form part of this Report are furnished
in Annexure III.

Corporate Governance

Your Corporation continues to adopt the best practices of
Corporate Governance to ensure transparency, integrity and
accountability in its functioning. The Corporate Governance
Report highlighting these endeavours has been incorporated
as a separate section that form part of the Annual Report for
financial year 2024-25.

Procurement of Goods & Services from MSEs

The Government of India has notified a Public Procurement
Policy for Micro and Small Enterprises (MSEs) Order, 2012, and its
amendments thereto. In line with said policy, your Corporation
has set an annual goal of sourcing a minimum procurement of
25% of its total requirements from MSEs, and within it, 4% of
the total requirement has been earmarked for procurement
from MSEs owned by SC/ST entrepreneurs and another 3%
from women entrepreneurs. For the benefit of MSEs, the MSE
procurement details are regularly uploaded on the Sambandh
Portal of the Ministry of MSME, besides displaying the Annual
Procurement Plan on the Corporation’s website.

The centralized procurement department of your Corporation is
ISO 9001:2015 Certified & also conform to ISO 20400:2017. Your
organization also prioritizes the implementation of government
policies aimed at strengthening the MSME ecosystem and
promoting indigenization, developmental orders, and start¬
up orders.

Against the set target of 25% of the total procurement for
the financial year 2024-25, your Corporation has achieved
58.36% (? 6,412 Crore) of procurement of goods and services
from MSEs, excluding items that are beyond the scope of
MSEs. Also, your Corporation has first time ever surpassed
the procurement from MSE SC/ST & MSE Women by Achieving
7.14% (? 784 Crore) from MSE SC/ST and 4.04% (? 443 Crore)
from MSE Women against the target of 4% & 3% respectively.
The excluded items are crude oil, petroleum products, logistics
costs through shipping, railways and pipelines, LNG/Natural
Gas, API line pipes, OEM spares, OEM services, proprietary
items and services, technology licenses and licensor-mandated
items, and plants and machinery (single item value equal to or
more than ? 50 Crore).

To promote the objectives of procurement from MSEs as
laid down in Public Procurement Policy, conducted a three-
month vendor registration drive, onboarding 59 new MSE SC/
ST and MSE Women vendors, Organized 12 vendor meets in
collaboration with National SC/ST Hub (NSSH), attended by 412
vendors, focused on promoting MSE SC/ST vendor onboarding,
Participation in Two numbers of National Vendor Development
Programs (NVDP) arranged by MoMSME and 314 nos. of Inhouse
Vendor meets were organized by CPO for training the vendor on
procurement process, resolving of issues and guiding them on
policies. During these meetings, the Corporation procurement
processes were articulated through detailed presentations to
MSE vendors with the intent of increasing awareness on vendor
registration processes, tendering processes, the TReDS platform,
procurement on the GeM platform, etc. The implementation
of various government directives/policies for providing relief
to MSMEs and promoting the indigenization of products and
services was also explained during the programme.

Your Corporation is registered with the TReDS Digital platform,
an institutional mechanism set up by the Reserve Bank of India

to facilitate the trade receivable financing of Micro Small and
Medium Enterprises (MSMEs) from corporate buyers through
multiple financiers. Integrating its ERP system with Five of
the service providers, namely A.Treds Ltd., Mynd Solutions Pvt.
Ltd., Receivables Exchange of India Ltd. C2 TReDS platform and
DTX (KredX Platform Pvt Limited, the Corporation has enabled
MSMEs to auction their trade receivables at competitive rates
through online bidding by financiers. Numerous MSME vendors
have onboarded this platform and benefited from the bill
discounting facility that provides liquidity.

Prevention of Sexual Harassment at
Workplace

Your Corporation has ensured compliance with various
provisions under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
To inculcate appropriate workplace behavior and promote
gender sensitization, Corporation mandated all its executive
employees to undergo awareness sessions through online
courses and workshops conducted on the subject. Internal
Committee (IC) of the Corporation were reconstituted and
detailed guidelines on procedures relating to the functioning
of the IC were circulated.

Following are the further details in this regard :

a) number of complaints of sexual harassment received _: 04
in the year

b) number of complaints disposed off during the year _: 02

c) number of cases pending for more than ninety days, _: 01
at the year-end

Compliance with the Maternity Benefit
Act, 1961

Your Corporation is in compliance with the provisions relating
to the Maternity Benefit Act, 1961, in respect of employees
engaged by Corporation.

Management Discussion & Analysis Report

Management Discussion & Analysis Report forms part of the
Annual Report for FY 2024-25.

Business Responsibility & Sustainability
Report

Your Corporation discloses its initiatives on environment,
social and governance in accordance with the directives
of SEBI in the form of Business Responsibility and
Sustainability Report (BRSR). The BRSR for FY 2024-25 is
hosted on the Corporation’s website and is available at the
link: https://www.hindustanpetroleum.com/documents/pdf/
HPCL BRSR 2024-25.pdf.

Financial Statements of Subsidiaries

In terms of Proviso to Section 136(1) of the Companies Act,
2013, your Corporation will place separate audited Financial
Statements in respect of each of its Subsidiary Company on its
website and also provide a copy of separate audited Financial
Statements in respect of each of its Subsidiary Companies to
any Shareholder of the Corporation who seeks the same. The
Financial Statements of the Subsidiary Companies will also
be kept open for inspection at the registered offices of the
Corporation/respective Subsidiary Companies.

Pursuant to provisions of Section 129(3) of the Companies
Act, 2013, a separate statement containing salient features
of the Financial Statements of Subsidiary/Associate/Joint
Venture Companies in Form AOC-1 is attached along with the
Consolidated Financial Statements.

Cost Audit

The maintenance of Cost Records, as specified under Section
148(1) of the Companies Act, 2013 is mandated and accordingly
such accounts and records are made and maintained. The Cost
Audit for FY 2023-24 was carried out and the Cost Audit Reports
were filed with the Ministry of Corporate Affairs within the
stipulated time for filing.

Directors

Your Company’s Board presently comprises 12 Directors.

The Whole time Directors are Shri Vikas Kaushal (Chairman &
Managing Director), Shri Rajneesh Narang (Director - Finance),
Shri S. Bharathan (Director - Refineries), Shri Amit Garg
(Director- Marketing) and Shri K S Shetty (Director - Human
Resources).

The Government Nominee Directors are Shri Vinod Seshan, Joint
Secretary (E), Ministry of Petroleum & Natural Gas (“MOP&NG”)
and Shri Pankaj Kumar, Director (Production) of Oil and Natural
Gas Corporation (ONGC).

The Independent Directors are Shri K S Narendiran, Shri Bechan
Lal, Smt. Shardha Singh Kharwar, Shri Vivekananda Biswal and
Shri Abhay Sharma.

As per the provisions of Section 152 of the Companies Act, Shri
Rajneesh Narang and Shri Amit Garg are the Directors who are
liable to retire by rotation at the next Annual General Meeting
and being eligible offer themselves for reappointment.

Details Of changes in Directors and Key
Managerial Personnel (KMP) During FY 2024¬
25 and till date

A) Directors

• Shri Vinod Seshan, Joint Secretary (E),MOP&NG
was appointed as Government Nominee Director
(Representative of MOP&NG) on the Board of the

Company effective May 13, 2024. Smt. Sujata Sharma,
Joint Secretary, (M&OR), MOP&NG, Government
Nominee Director (Representative of MOP&NG) has
ceased to be Director of the Company effective May
13, 2024.

• Shri Pushp Kumar Joshi, Chairman & Managing
Director has ceased to be Director of the Company
effective September 01, 2024 on attaining the age of
superannuation on August 31, 2024.

• Smt. Vimla Pradhan has ceased to be an Independent
Director of the Company effective November 16,
2024 on completion of tenure of office of 3 years on
November 15, 2024.

• Shri Ramdarshan Singh Pal has ceased to be an
Independent Director of the Company effective
November 16, 2024 on completion of tenure of office of
3 years on November 15, 2024.

• Shri Bechan Lal has ceased to be an Independent
Director of the Company effective November 16,
2024 on completion of tenure of office of 3 years on
November 15, 2024. Subsequently reappointed as an
Independent Director for a period of one year w.e.f.
March 28, 2025, subject to approval of the Members.

• Shri Vivekananda Biswal has ceased to be an
Independent Director of the Company effective
November 16, 2024 on completion of tenure of office
of 3 years on November 15, 2024. Subsequently
reappointed as an Independent Director for a period
of one year w.e.f. May 05, 2025, subject to approval of
the Members.

• Shri Nagaraja Bhalki has ceased to be an Independent
Director of the Company effective December 30,
2024 on completion of tenure of office of 3 years on
December 29, 2024.

• Shri Vikas Kaushal was appointed as Chairman &
Managing Director w.e.f. March 17, 2025, subject to
approval of the Members.

• Smt. Sharda Singh Kharwar was appointed as an
Independent Director for a period of one year effective
March 28, 2025, subject to approval of the Members.

• Shri Abhay Sharma was appointed as an Independent
Director for a period of three years effective May 09,
2025, subject to approval of the Members.

In accordance with the applicable statutory provisions, Shri
Vikas Kaushal, Shri Bechan Lal, Smt. Sharda Singh Kharwar,
Shri Vivekananda Biswal and Shri Abhay Sharma, having been
appointed as an Additional Directors shall hold office upto 73^rd
Annual General Meeting and eligible for appointment at the
Annual General Meeting.

B) KMP

Shri Rajneesh Narang, Director - Finance (Whole Time
Director) and CFO of your Company ceased to be CFO of
the Company for the period September 11, 2024 to March
26, 2025 in view of holding additional charge as Chairman
& Managing Director.

Shri K Vinod, Executive Director - Corporate Finance of the
Company was appointed as Chief Financial Officer (CFO) of
the Company for the period September 11, 2024 to March
26, 2025.

C) Resignation of a Director who resigns from
his office by giving a notice in writing to the
Company

During the year, there were no cases observed where
Directors resigns from their office by giving a notice in
writing to the Company.

Number of meetings of the Board

During financial year 2024-25, 13 Board Meetings were held.
The details of these Meetings are given in the Corporate
Governance Report which is part of this report

Managerial Remuneration

By virtue of MCA Notification dated June 05, 2015, Government
Companies are exempted from complying with the requirement
of Section 197 (Chapter XI11) of the Companies Act, 2013. Hence,
the Rules made thereunder i.e. Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are also not applicable to Government Companies.

Performance Evaluation of Board, its
Committees and Individual Directors

Your Corporation being a Government Company, the compliance
of Section 134 (3) (p) of the Companies Act, 2013 is exempted by
virtue of MCA Notification dated June 05, 2015 as the annual
evaluation of the performance of the Board, its Committees
and of Individual Directors are carried out by the Administrative
Ministry i.e., MOP&NG.

Independent Directors

Statement of declarations as required under Section 149(7) of
the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
have been obtained from the Independent Directors. The
Independent Directors have confirmed that they are registered
with the database maintained by the Indian Institute of
Corporate Affairs (IICA) under the Ministry of Corporate Affairs.

The Company being a Government Company, the power to
appoint Directors (including Independent Directors) vests with
the Government of India. Independent Directors are selected
by search committee constituted by Government of India from

mix of eminent personalities having requisite expertise and
experience in diverse fields.

Policy for selection and appointment of
Directors and their remuneration

Your Corporation, being a Government Company is exempted to
furnish information under Section 134(3)(e) of the Companies
Act, 2013 vide MCA Notification dated June 05, 2015.

Policy for remuneration of Key Managerial
Personnel and other employees

Your Corporation, being a Government Company, the
remuneration payable to Key Managerial Personnel and other
employees are fixed by the Government of India. However,
payment like Performance Related Pay is placed for the
approval of Nomination and Remuneration Committee.

Audit Committee

The details of the composition of the Audit Committee, terms
of reference, meetings held, etc. are provided in the Corporate
Governance Report, which forms part of this Report.

During the year, there were no instances where Board had
not accepted the recommendations of Audit Committee. The
recommendations of Audit Committee are broadly accepted
by the Board.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your Company
has appointed M/s. Dholakia and Associates, LLP a firm of
Practicing Company Secretaries to undertake Secretarial Audit
of the Company for the Financial Year 2024-25. The Report of
Secretarial Auditor in Form No. MR-3 is annexed herewith and
marked as Annexure IV.

The Report does not contain qualification, reservation or
adverse remark except the following:

1. The Company did not have required number of

Independent Directors on its Board intermittently
for the financial year under review as stipulated
under Section 149 of the Act, Regulation 17(1)(b) of
SEBI LODR and clause 3.1.4 of CPSE Guidelines. The
Company did not have Independent Woman Director
during the period 16.11.2024 to 27.03.2025 and also the
Board does not comprise of 50% of Non-executive
Director during the period 30.12.2024 to 27.03.2024
as required under Regulation 17(1)(a) of SEBI LODR.
However, being a Government Company, the power
to appoint Directors including Independent Directors
and Woman Director vests with Government of India.

2. The Company did not have optimum composition of

Committees namely (!) Audit Committee as prescribed
under Section 177 of the Act, Regulation 18(1)(b) of
SEBILODR and clause 4.1.1. of CPSE Guidelines for the
period from 30.12.2024 till 02.04.2025 and Nomination
and Remuneration Committee as prescribed under
Section 178, Regulation 19(1)(b) and (c) of SEBI LODR
and clause 5.1 of CPSE Guidelines for the period
from 14.11.2024 till 02.04.2025 and (2) Stakeholders
Relationship Committee as prescribed under
Regulation 20(2A) of SEBI LODR for the period from
30.12.2024 to 06.01.2025. . In the absence of Non¬
Executive Directors, the Company has appointed
Whole-time Directors in the Nomination and
Remuneration Committee.

The Company being a Government Company, the power to
appoint Directors, including Independent Directors, vests with
the GoI.

Compliance with Applicable Secretarial
Standards

Your Corporation has complied with applicable Secretarial
Standards in respect of Meetings of Board of Directors (SS-1)
and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).

C&AG Audit

C&AG’s comment upon or supplement to the Statutory Auditors’
Report on the Accounts for the year ended 31^st March, 2025 is
attached along with Financial Statements. Further, as at 31^st
March, 2025, there are nine pending paras related to the C&AG
audit. These relate to encashment of Earned Leave/Half Pay
leave/Sick Leave as well as Employer’s share of EPF contribution
on leave encashment; non-recovery of perquisite tax; payment
of shift allowance to executives; payment of stagnation reliefs;
non-recovery of dues in a case of bank guarantee, not encashed;
additional expenditures due to non-utilisation of pipeline
in economical manner; infructuous expenditure incurred
on creation of certain facilities; opportunities foregone to
conserve energy; and idle investment in installation of storage
facilities. The audit observations have been suitably replied.

Related Party Transactions

The details of transactions entered into with the Related
Parties during the financial year 2024-25 in Form No. AOC-2 is
annexed herewith and marked as Annexure V.

Web Link of Annual Return

Web link of Annual Return (MGT-7) is available at https://www.
hindustanpetroleum.com/AGMDetails

Particulars of Employees

The details regarding the number of women employees vis-a-vis
the total number of employees is given herein under:

Reporting of frauds by auditors

During the FY 2024-25, Auditors have not reported to the Audit
Committee under Section 143 (12) of the Companies Act, 2013
any instances of fraud committed against the Company by its
officers or employees, the details of which would need to be
mentioned in the Board’s report.

Details of each of above fraud reported to
the Audit Committee or the Board during
the year

NIL

Particulars of loans, guarantees or
investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to the
Financial Statements provided in this Annual Report.

Material changes and commitments
affecting financial position between the end
of the financial year and date of the report

There have been no material changes and commitments which
affect the financial position of the Corporation that have
occurred between the end of the financial year to which the
Financial Statements relate and the date of this report.

Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the year
along with their status as at the end of the
financial year.

During the financial year, no application has been made or no
proceeding is pending under the Insolvency and Bankruptcy
Code, 2016.

Details of difference between the amount of
the valuation done at the time of One Time
Settlement and the Valuation done while

taking Loan from the Banks or Financial
Institutions along with the Reasons thereof.

There are no instances of one-time settlement done with
banks/financial institutions during the financial year.

Performance and Financial Position of
Subsidiaries, Joint Ventures and Associates

The details on the performance and financial position of
Subsidiary, Associate and Joint Venture Companies are given
in Management Discussion & Analysis Report. Further, pursuant
to Section 129(3) of the Companies Act, 2013 read with Rule 5 of
the Companies (Accounts) Rules, 2014, the salient features of
Financial Statements of Subsidiary, Associate and Joint Venture
Companies in Form No. AOC-1 form part of the Annual Report
for FY 2024-25, separately.

Companies which have become or ceased
to be its Subsidiaries, Joint Ventures or
Associates

There are no instances of companies which have become or
ceased to be your Corporation’s Subsidiaries, Joint Ventures or
Associate companies during financial year 2024-25.

Significant and material orders passed by
the Regulators or Courts

During financial year 2024-25, your Corporation has not received
any Order or Direction of any Hon’ble Court or Tribunal or
Regulator, which either affects your Corporation’s status as
a going concern or which substantially or significantly affects
your Corporation’s business operations.

Details of Deposits

Your Corporation has not been accepting any Deposits, as
specified in Section 73 to Section 76 of the Companies Act, 2013
and therefore there do not call for any disclosure of Deposits as
required under Rule 8(5)(v) of Companies (Accounts) Rules, 2014.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the
Companies Act, 2013, it is hereby confirmed that:

i) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures.

ii) The Directors have selected such Accounting Policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and the profit and loss of
the Company for that period.

iii) The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a
going concern basis.

v) The Directors, have laid down Internal Financial Controls to
be followed by the Company and that such Internal Financial
Controls are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Acknowledgements

The Board of Directors extends its sincere appreciation to the
Government of India, Ministry of Petroleum and Natural Gas,
others relevant Ministries, State Governments, and various
Authorities, for their continued guidance and support and is
also thankful to our JV Partners for supporting the growth
journey of the Corporation.

The Board of Directors acknowledge the dedication and
partnership of our nationwide network of dealers and
distributors. We are grateful to the HP Parivar for their steadfast
commitment to enhancing service delivery and strengthening
overall operational effectiveness.

The Board of Directors also recognize the outstanding
contributions of employees, whose unwavering dedication
and pursuit of excellence continue to be instrumental in
the Corporation’s progress. The Board conveys its profound
gratitude and anticipates their continued engagement in
driving future growth and innovation.

The Board of Directors remain thankful to the esteemed
Shareholders for their confidence in the Corporation and their
consistent support of its strategic initiatives.

For and on behalf of the Board of Directors

sd/-

Vikas Kaushal
Chairman & Managing Director